Betrally Affiliates Terms and Conditions ("Affiliate Terms")

Welcome to the Betrally Affiliate Programme (the "Programme"), an affiliate programme operated by Comfortlink N.V, located at E-Commerce Park Vredenberg, Curacao 98273 ("Betrally," also referred to in these Terms as "we" or "us").

These Terms are a binding contract between you and Betrally which govern your participation in the Programme. By participating in the Programme, you agree to be bound by the most current version of these Affiliate Terms, which we may amend from time to time. The most current version of these Terms will be posted on the Programme web site here: https://www.betrally.com/affiliates/terms/

It is your responsibility to ensure that you are familiar with the most current version of these Affiliate Terms, and your continued participation in the Programme after we post an updated version of these Terms shall constitute your express agreement to be bound by the updated Affiliate Terms. In the event you do not agree with the updated Terms, your only recourse shall be to terminate your participation in the Programme.

If you have any questions or concerns about these Affiliate Terms or the Programme, please send an email to: affiliates@betrally.com.

In these Affiliate Terms, the following words and expressions shall have the following meanings:

Affiliate: A natural or juristic person who has registered and is accepted by us as a member of the Programme. Where the context requires, these Terms occasionally refer to the Affiliate as “you.”

Affiliate Site(s): A website (including any WAP, mobile or tablet version of the website), social media page and/or blog which is owned or operated by an Affiliate and used for the purposes of generating online traffic and referrals to Betrally in accordance with these Affiliate Terms.

Affiliate Tracking Link: a unique tracking URL that we provide to each respective Affiliate for the term of this Agreement, through which we shall track New Customers and calculate Affiliates’ commission.

Applicable Taxes: Any taxation, levy or similar mandatory payment (including gaming taxes and value added taxes) levied or charged on revenue, turnover, deposit or similarly driven by New Customer activity or activity volume.

Approved Marketing Activities: Any lawful marketing activity conducted in compliance with these Affiliate Terms which has been approved in writing by an authorized Betrally representative.

Betrally Marks: Any trademark owned by Betrally or its affiliated companies and licensors, including but not limited to: Betrally, Betrally Casino and Betrally Sports.

Betrally Site(s): Any Betrally operated website, including any website operated by Blue Star Planet Limited and Ocean Star Limited, in connection with which Betrally makes Marketing Materials available to Affiliates through the Programme for the purpose of the Affiliate performing affiliate marketing services in accordance with these Affiliate Terms.

Chargeback: Where a New Customer, a credit card issuing bank, or any other third party payment solution provider effects a reversal of charges in relation to a credit card or purchase transaction.

Confidential Information: Any information of whatever nature, which has been, or may be, provided by Betrally in connection with the Programme, whether oral, in writing, or in electronic form, including, without limitation, business or financial data, know-how, processes, reports, customer lists, price lists, Commission payment reports, and any other materials containing, reflecting, or generated from any such information.

Commission: The commission earned in connection with the affiliate marketing activities performed in accordance with these Affiliate Terms.

Deductible Costs: Any third party costs incurred by Betrally in connection with the operation of the Betrally Sites which are attributable to the activity of any New Customer(s), including but not limited to any payment processing charges, license fees, software royalties, and other applicable third party payments.

Fraudulent Activity: A deceptive act or omission which is, in the sole discretion of Betrally, performed in order to secure for the Affiliate or any third party, a real or potential, unfair or unlawful advantage; or any conduct that Betrally, in its sole discretion, determines to be, fraudulent, deceptive or dishonest, which shall include, but shall not be limited to: promotion abuse, system manipulation, fraudulent credit card transactions, Chargebacks, Match Betting/Arbitrage Betting, unauthorised use of third-party accounts, false or automated account creation and any collusion or cheating, or facilitation thereof, by an Affiliate or a New Customer.

Fraud Costs: Any costs, damages or loss arising as a direct or indirect result of Fraudulent Activity.

Gross Win (Sports & Casino): Total revenue generated by Betrally as a result of all wagers placed by a referred New Customer, less pay-outs. For Sports, this is the total revenue from settled bets placed by referred New Customers, less pay-outs.

Inactive Affiliate: An Affiliate who has not logged into the Betrally Affiliate Programme Portal for six (6) months or more.

Incentivized Traffic: Traffic or New Customer activity generated as a by-product of promising some form of compensation or incentive for taking an action on, or in relation to, any Betrally Site, including but not limited to registering a new account, depositing or wagering.

New Customer: A natural person who is at least 18 years old that the Affiliate directs to a Betrally Site who: (a) can be linked to the Affiliate’s Account using the Affiliate Tracking ID; (b) is eligible to open an account and successfully opens such on a Betrally Site in accordance with the Site’s applicable terms and conditions; (c) has not had a previous account on any Betrally Site; (d) has made a first real-money deposit amounting to at least £10 (or currency equivalent) with the Betrally Site; and (e) is not the Affiliate, its employees, relatives, friends and/or has shared IP addresses

Non-Cash Items: Value of free credits handed out to New Customers, or any other direct costs incurred to maintain the loyalty of a New Customer.

Programme Portal: The website used by Betrally to manage the Programme, currently located at http://www.betrallypartners.com/registration.asp.

Progressive Contributions: The percentage of revenue generated on any progressive game that is paid by Betrally into a progressive pool.

Prohibited Site: Any website, forum, social media platform or other communications medium, regardless of type, upon which the advertisement of gambling-related activity is unlawful or otherwise prohibited.

Second-tier Affiliate: A natural or juristic person who is recruited by an Affiliate to serve as a sub-affiliate and who is linked to your Affiliate account.

Spam: Unsolicited e-mail, SMS or other communication sent indiscriminately to one or more mailing lists, individuals, forum or newsgroups.

Unsuitable Site: Any website, forum, social media platform or other communications medium, regardless of type, which is: aimed at children; intended to appeal to minors; promotes or glorifies violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; promotes illegal activity; violates or enables the violation of intellectual property rights; violates the rights of privacy of others; is obscene or contains explicit sexual content; contains or promotes any unlawful behaviour or content; contains or provides links to malicious or harmful software, keyloggers, trojans, viruses or malware; or which Betrally believes, in its sole discretion, may bring Betrally or its affiliated companies and brands into disrepute, or which may prejudice the interests of Betrally or its affiliated companies and brands.

1. Joining the Programme

1.1 If you are not already registered as a Betrally Affiliate and wish to participate in the Programme, you must first submit a completed application on the Betrally Affiliate Programme Portal located at: http://www.betrallypartners.com/registration.asp. By submitting an application, you hereby represent and warrant that:

a) The information provided in your Affiliate application is correct and up-to-date and you will update it as required on an ongoing basis in order to ensure that it remains correct;

b) You have not already registered as an Affiliate (only one Affiliate account is permitted per person, unless Betrally expressly approves additional Affiliate accounts in writing);

c) you are at least 18 years of age, legally capable of entering into a binding contract, and you are not aware of any legal, commercial, contractual or other restriction against your participation in the Programme in accordance with these Affiliate Terms; and

d) in the event that you are registering on behalf of a company, that you have the full right, power and authority to enter into these Affiliate Terms on behalf of the company.

1.2 Within a reasonable time after we receive your completed application, but not later than 72 hours after receipt, we shall evaluate and confirm the status of your application. All decisions are final and are in Betrally's sole discretion.

1.3 You undertake, that if there should, at any time during your participation in the Programme, occur any event which may cause any of the above warranties to become false, or which may prevent you from wholly fulfilling your obligations in accordance with these Terms, you shall promptly notify your Betrally affiliate account representative, and Betrally shall be entitled to terminate your participation in the Programme immediately, without the requirement to make any further payments to you.

2. Your Use of Betrally's Marketing Materials

2.1 In the event that you are accepted as an Affiliate into the Programme, Betrally shall, during the course of your participation in the Programme and subject to your compliance with these Affiliate Terms, grant you a non-exclusive, non-transferable, revocable, limited right and license to distribute the Marketing Materials on your Affiliate Website for the sole purpose of referring New Customers to Betrally Sites in return for Commissions. You may not use or distribute the Marketing Materials for any other purpose unless you have received our express written approval to conduct Approved Marketing Activities, which we may approve or reject in our sole discretion.

2.2 All Marketing Materials shall be made available to you through the Betrally Affiliate Programme Portal and may be updated by us from time to time. You undertake and agree that you shall only use the current versions of the Marketing Material and shall promptly discontinue the use of any Marketing Material which is out of date or no longer available on the Programme Portal. It is your responsibility to check the Programme Portal for updated Marketing Material on a regular basis.

2.3 You undertake and agree that you will not modify any of the Marketing Material which is made available to you and that you will not, without our specific written approval, market or promote Betrally using any promotional materials not provided or approved in writing by Betrally.

2.4 In the event Betrally designates any Marketing Materials as subject to particular restrictions (for example, campaign start/end dates, demographic limitations, etc.), you undertake and agree that you shall only use the Marketing Materials in accordance with such designated restrictions.

2.5 Your marketing activities shall strictly comply with the Marketing Policy Document, which sets out additional standards, restrictions and guidelines applicable to marketing activities in connection with the Programme.

3. New Customer Tracking and Reports

3.1 You are responsible for ensuring that all referred customers are properly tagged with your Affiliate Tracking Link. You will not receive credit for New Customers who are not properly tagged or who we are unable to otherwise properly associate with your Affiliate Tracking Link.

3.2 We shall track all New Customer activity relevant to the calculation of your Affiliate Commissions. You agree that our statistics and calculations in relation to the tracking of New Customer activity and the calculation of your Affiliate Commission shall be final.

3.3 We will provide you with online access to reports of New Customer Activity through the Programme Portal. The form, content and frequency of our reporting may vary from time to time, at our sole discretion. Generally, “impressions” and “clicks” are updated every few minutes, while “daily registrations”, “deposits” and all other New Customer KPIs are updated once a day at 00:00 GMT.

4. Your Obligations

4.1 As a condition of your participation in the Affiliate Programme, you undertake, warrant and agree that all use of the Marketing Materials and all activities undertaken in connection with the Affiliate Programme shall be lawful and in strict accordance with these Affiliate Terms and any Special Terms (as defined below) set out in the Programme Portal.

4.2 As a condition of your participation in the Affiliate Programme, you further undertake, warrant and agree that you shall not conduct any activities in connection with any Unsuitable Site or any Prohibited Site.

4.3 You agree to use your best efforts to market and promote the Betrally Sites in a manner consistent with good business ethics and in good faith towards Betrally.

4.4 You acknowledge that your promotion of the Betrally Sites has the potential to inflict substantial damage to Betrally, the Betrally Sites and Betrally's reputation and goodwill, and that you shall at all times act in a manner that will not harm the reputation and goodwill of Betrally.

4.5 You shall not: (a) undertake any action which may have a detrimental impact on the ability of Betrally to be qualified for or to hold or maintain any licence, permit or approval granted, or to be granted, by any competent authority, or (b) undertake any action which could reasonably be construed as bringing Betrally into Material Disrepute, where “Material Disrepute” means any condition which could reasonably and objectively be seen to create a material negative perception of the integrity of Betrally, the Betrally Sites or the Programme.

4.6 We prohibit any Affiliate activity in connection with any content or material which contains: (a) the intellectual property of others for which the Affiliate is not properly licensed to use; (b) information that is unlawful, harmful, threatening, obscene, discriminatory, scandalous, fraudulent or offensive; (c) any information that may subject Betrally to any cause of action, in law, equity or otherwise; or (d) any information which Betrally, in its sole discretion, determines to be objectionable, harmful, in bad taste, or potentially damaging to the interests and goodwill of Betrally or the Programme.

4.7 Your activities must not involve any marketing or promotional activity which may have the potential to deceive, confuse or mislead users, or which may infringe on any third party rights, including the rights of privacy, publicity, or Intellectual Property rights. You shall ensure that the Marketing Materials are displayed only in connection with web sites and materials which are lawful, proper, professional and tasteful.

4.8 Your Affiliate Site(s) must not copy the look and feel of the Betrally Sites or have the potential to cause the impression that any sites or landing pages used by you are owned, operated or affiliated with Betrally or any of its associated brands. You are not entitled to present any Betrally Marks, logos, graphics or other Betrally materials on your Affiliate Site or marketing materials other than the Marketing Materials provided to you by Betrally through the Programme.

4.9 Betrally reserves the right to demand the immediate takedown or modification of any materials that you distribute, or to demand the cessation of any or all marketing activity in connection with the Programme or Betrally, at any time and in Betrally's sole discretion. You agree that we are entitled to review your affiliate marketing activities from time to time and that we may approve/reject marketing methods and Affiliate Sites used by you in our sole discretion. You undertake and agree to provide prompt assistance and full cooperation in connection with any requests made by Betrally in this regard.

4.10 If requested by Betrally, you undertake and agree to provide Betrally with all such information and documentation as we may reasonably require to verify your compliance with these Affiliate Terms, or which we may require for our regulatory or legal purposes.

4.11 You agree that you shall neither offer nor provide incentives (financial or otherwise) to any potential New Customer without the prior written approval of Betrally, excluding the standard promotional programs which Betrally may make available to you from time to time through the Programme.

4.12 You will not knowingly benefit from known or suspected activity not performed in good faith (or alternatively, performed in bad faith), whether or not such activity actually causes damage to Betrally.

4.13 You may not be a party (whether directly or indirectly) to any illegal activity or Fraudulent Activity in connection with your participation in the Programme.

4.14 You undertake and agree to maintain complete records, during and for a period of two years after the termination or expiration of your participation in the Programme, regarding your activity in the Programme and any marketing or promotional activity undertaken in furtherance thereof.

4.15 You acknowledge and agree that in performing your obligations under these Affiliate Terms, you are strictly prohibited from marketing and promoting the Betrally Sites to residents of the Prohibited Territories and you shall exercise all possible technical and operational measures to prevent marketing to residents of the Prohibited Territories.

4.16 You acknowledge and agree that it is your responsibility to keep your Affiliate details (including all Commission payment details), as registered in the Betrally Affiliate Programme Portal, correct and up to date.

4.17 You acknowledge and agree that any breach of the aforementioned obligations shall be deemed a material breach of these Terms resulting in your immediate termination from the Programme.

5. Data Protection; No Spam; No Marketing to Self-Excluded Customers

5.1 You will not send any marketing SMS, email or other communications relating to Betrally, the Betrally Sites or the Programme to any person known to you as having entered into a self-exclusion agreement with a remote gambling operator.

5.2 You will at all times comply with the requirements of the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection Act 1998 (UK), the EU Data Protection Directive 95/46/EC and EU ePrivacy Directive 2009/136/EC or any implementing or related legislation of any member state in the European Economic Area. Betrally reserves the right to terminate this Affiliate Agreement immediately without recourse for you if you send any form of Spam.

5.3 If we incur any cost in connection with Spam sent by you or anyone on your behalf, these costs will be deducted from any Commissions due to you under these Affiliate Terms. Should our costs not be covered by the funds in your account we have the right to offset future Commission payments or pursue other alternative means for obtaining payment from you. Should your Affiliate account not be active, or otherwise not generating Commission payments, then we shall have the right to demand payment directly from you.

5.4 Should you require more information regarding our Spam policy, or should you wish to report any incidences of Spam please contact us at affiliates@betrally.com.

6. Legal Compliance

6.1 Your activities shall comply with all applicable laws and industry practices applicable to online marketing; online advertising; and the marketing of online gambling sites, including but not limited to:

a) the UK Gambling Act 2005;

b) Licence Conditions and Codes of Practice;

c) the UK CAP Code; and

d) the IGRG Industry Code for Socially Responsible Advertising.

6.2 Without reservation, you agree that all activities undertaken by you in connection with the Programme will uphold the highest ethical standards including but not limited to the licensing objectives established by the UK Gambling Act 2005:

a) preventing gambling from being a source of crime or disorder, being associated with crime or disorder or being used to support crime;

b) ensuring that gambling is conducted in a fair and open way; and

c) protecting children and other vulnerable persons from being harmed or exploited by gambling.

6.3 You undertake to observe all applicable directives, laws and regulations applicable to the use of cookies or the use, processing, storage and transfer of personal data, including but not limited to the EU Data Protection Directive 95/46/EC, EU Privacy and the Electronic Communications Directive 2002/58, EU ePrivacy Directive 2009/136/EC or any implementing or related legislation of any member state in the European Economic Area.

6.4 Any electronic messages or other communications sent by you, or caused to be sent by you, shall be free of Spam and in full compliance with all regulations related to the sending of commercial electronic messages, including the Privacy and Electronic Communications (EC Directive) Regulations 2003, the EU Data Protection Directive 95/46/EC and EU ePrivacy Directive 2009/136/EC or any implementing or related legislation of any member state in the European Economic Area.

6.5 It is your obligation to familiarize yourself with the laws, regulations and codes of practice applicable to the activities you conduct in relation to your participation in the Programme. To the extent you are marketing to potential customers residing outside of the United Kingdom, you are required to abide by any applicable laws, regulations and codes of practice applicable to those jurisdictions. In the absence of any specific governing laws, regulations or codes of practice, the standards set out above shall apply.

7. Betrally's Intellectual Property Rights

7.1 Betrally and its licensors retain full and exclusive ownership of the Betrally Sites, Betrally Marks, Marketing Materials, any reports, documentation or materials provided in connection with the Programme, and any Intellectual Property rights, associated thereto. No right, title or interest in the foregoing is conveyed hereunder, except for a non-exclusive, revocable, limited license to distribute the Marketing Materials in accordance with these Affiliate Terms. Any rights that are not expressly granted herein are reserved by Betrally and its licensors.

7.2 You acknowledge and agree that Betrally's Intellectual Property will at all times remain the property of Betrally and its licensors. You further acknowledge that you have no claim or right of whatever nature in and to the aforesaid Intellectual Property, other than the limited rights conveyed herein.

7.3 You undertake and agree that you shall not assert the invalidity, unenforceability or contest the ownership of any of the Intellectual Property rights of Betrally or its licensors in any action or proceeding whatsoever and shall not take any action that may prejudice Betrally's or its licensors' rights in such Intellectual Property.

7.4 You undertake and agree that you will not register any domain name that includes, incorporates or consists of any Betrally Mark or any domain name that is confusingly similar to the Betrally Marks. You undertake and agree that you shall, upon request by Betrally, promptly transfer ownership of any domain names registered in violation of this Agreement to Betrally or any third party designated by Betrally. This obligation shall survive the termination of these Affiliate Terms.

7.5 You undertake and agree that you shall not make any bid on any internet search engine using keywords including the Betrally Marks or words that are confusingly similar to the Betrally Marks.

8. Your Warranties

a) your activities shall fully comply with these Affiliate Terms;

b) you shall not solicit any potential customers by way of any offers except for the current offers made available through the Programme;

c) you have the ability, experience, expertise and resources to perform all of your obligations hereunder in accordance with these Affiliate Terms;

d) you understand and agree that the marketing activity undertaken by you in connection with the Programme, and your conduct as an Affiliate has the potential to inflict substantial damage to Betrally’s reputation and goodwill, and as a result you shall at all times consider and act in the best interests of Betrally and shall preserve the goodwill and reputation of Betrally and Betrally’s name;

e) you shall not undertake any activities in violation of our Intellectual Property rights, including but not limited to: brand bidding, registering or using any domains with confusingly similar names to the Betrally Marks, copying the “look and feel” of our sites or software, using any Betrally Marks, branding or logos except as expressly permitted by these Affiliate Terms, or modifying any Marketing Materials we make available on the Programme Portal;

f) you have evaluated the applicable laws relating to your activities and obligations hereunder and you have independently concluded that you can participate in this Programme and fulfil your obligations hereunder without violating any applicable rule of law; and

g) you will not knowingly benefit from known or suspected traffic not generated in good faith, or via Spam or in contravention of any applicable laws, whether or not it actually causes damage. This includes but is not limited to you registering customer accounts or playing under your own Affiliate tracking links and or any other Fraudulent Activity.

h) you understand and agree that you will not create any New Customer accounts using your Affiliate Tracking Link unless Betrally has expressly authorised same in writing. Any such accounts will be tagged as test accounts in our back-end and any gambling activity conducted by them shall not generate Commissions towards your Affiliate account.

9. Restricted Territories

9.1 By entering into these Affiliate Terms you undertake that you will not:actively target potential customers located in American Samoa, Belgium, Bulgaria, Curacao, Cyprus, Hungary, France, France (Metropolitan), French Guiana, Guam, Guernsey, Gibraltar, Ireland, Isle of Man, Israel, Jersey, Martinique, Marshall Islands, Micronesia, New Caledonia, Northern Mariana Islands, French Polynesia, Portugal, Puerto Rico, Reunion, French S. and An. Lands, United States Minor Outlying Islands, Mayotte, Palau, Romania, Turkey, Saint Barthélemy, Saint Martin, Saint Pierre and Miquelon, Scotland, Spain, Ukraine, United Kingdom, United States, Virgin Islands and Wallis and Futuna. (the “Prohibited Territories”), including, but not limited to, sending correspondence, the use of bannering, off-line advertising and direct marketing any traffic or customers emanating from domains or URLs based in any of these countries.

9.2 You understand and agree that you are not entitled to any Commissions or fees applicable to any activity related to the Prohibited Territories. You further agree that the list of Prohibited Territories may be updated from time to time, and in the event a territory is added to the list of Prohibited Territories, we shall be entitled to cease paying you any Commissions or fees applicable to New Customers from such territories.

10. Commission Calculations

10.1 You are eligible to earn Commission payments in connection with gambling activity by New Customers referred by you, as further set out herein. You understand and agree that we may vary these Commission rates from time to time, in our sole discretion.

10.2 You are only eligible to receive ongoing Commission payments during your participation in the Programme, and only during the time you continue to refer New Customers in accordance with these Terms. You will no longer receive Commission payments in the event your participation in the Programme is terminated for any reason.

10.3 Each calendar month you shall generate a Commission based on the Net Revenue generated by any New Customers referred by you across all products, the rate of which shall be determined as follows:

Number of New Customers

Commission

Up to 5

10%

6 - 20

20%

21 - 40

30%

41 and More

35%

Example:
If you refer 15 New Customers in one calendar month, you’ll generate commission of 20% of their net revenue for that calendar month. The following month, if you refer 22 New Customers, you’ll generate commission of 30% of all of your referred customers’ net revenues for that month.

11. Periods of Inactivity

11.1 In the event that you fail to refer any New Customers during any consecutive 3 month period, we reserve the right to reduce your Commission rate to a flat rate of no more than 10% of Net Revenue until you introduce a total of 3 New Customers within a 3 month period, at which point (effective upon your referral of the third New Customer) your Commission rate will revert to the standard Commission rates set out above.

11.2 If you have not logged into your Affiliate account for a period of 365 days or more, and have not responded to our contact efforts, Betrally reserves the right to close your Affiliate account.

11.3 Notwithstanding s.11.2, any Affiliate account unused for login for a period of at least twenty four (24) consecutive months shall be designated an “Inactive Account”. Betrally shall make reasonable efforts to notify the Affiliate that its account has been designated an “Inactive Account” via the contact details last provided by the Affiliate to Betrally (“Inactive Account Notice”) and shall be entitled to retain fifty (50) percent of the total balance remaining on the “Inactive Account” after 14 days have elapsed from the date of the Inactive Account Notice. Should the Affiliate subsequently fail to withdraw the remaining balance from the account, Betrally shall be entitled to retain the remainder of the balance on the account without further notice to the Affiliate upon expiry of 45 days from the date of the Inactive Account Notice.

12. Cost Per Acquisition (CPA) Payments

12.1 If you are entitled to receive a CPA payment under the terms of a written agreement between you and Betrally, you will receive a one-time CPA payment to be established by Betrally in its sole discretion (the “CPA Payment”) for every New Customer you refer who meets the following qualifications:

a) The customer meets the territory and age requirements to lawfully register an account on the Betrally Site and participate in online gambling activity;

b) The customer successfully completes a first-time registration on the Betrally Site and opens an account subject to the Betrally Site’s terms and conditions; and

c) The customer deposits the minimum required amount and meets the minimum wagering activity requirements, as established by Betrally and agreed expressly in writing.

12.2 Where a Chargeback is received against a New Customer, or issuance of a credit to a New Customer occurs, the Affiliate shall not be eligible for a CPA Payment in respect of that New Customer, and any CPA Payment previously made to you in respect of such New Customer will be deducted from future payments due to you.

13. General Commission Terms

13.1 We may conduct special promotions related to certain products, services, games, customer activity, special events, and other matters through the Programme Portal from time to time (“Special Promotions”) and in connection with same, establish certain additional terms, Commission rates, CPA pay-out rates, incentives, deposit and wagering requirements, or other additional terms and conditions (“Special Terms”). In the event you wish to participate in one of the Special Promotions, you understand and agree that such participation will be subject to the Special Terms, as applicable.

13.2 All payments due to you are based on our own statistics, records and calculations. All decisions made by us regarding the tracking, calculation or payment of your Commissions or other payments shall be made by us in our sole discretion.

13.3 We reserve the right to review all activity in connection with your participation in the Programme for possible Fraudulent Activity or activity which we believe in our sole discretion to be in bad faith or violation of these Terms.

13.4 We do not pay for customers who have already registered an account at one of the Betrally Sites. If the customer already exists in our system, or the system of any Betrally Site, you are not eligible to receive any payments in respect of the customer.

13.5 We do not pay fees or commissions in connection with Match Betting, Arbitrage Betting, artificially generated traffic (including Bots) or any roulette playing schemes or casino systems where players are advised on how to play to beat the casino.

13.6 Unless you have entered into a separate written agreement with us permitting such payments, we do not pay for incentivised traffic in any form.

13.7 You will not be entitled to any payment related to any customer activity and/or traffic that we deem, in our sole discretion, to be unlawful, abusive, not generated in good faith, or based on Fraudulent Activity.

13.8 We do not pay for any customer activity related to brand bidding or any activity which we consider to be a breach of our intellectual property rights.

13.9 We reserve the right to pass on any Fraud Costs to your account. These Fraud Costs shall be deducted from any payment owed to you. In the event that the Fraud Costs exceed the amount of payments owed to you, we reserve the right to collect such sums from you directly.

13.10 We reserve the right to refuse any potential New Customer, to close a customer's account, or to take other action which we may deem necessary in order to preserve the integrity or safety of the Betrally Sites. In the event that we refuse, suspend or close any customer's account for any reason, you will not be entitled to earn Commissions in respect of those customer accounts.

14. Payment Terms

14.1 Your Betrally Affiliate account must have a minimum of five (5) referred New Customers in the prior three calendar months before you may be eligible for any affiliate payment.

14.2 You will only be paid an affiliate Commissions payment once you have a balance of at least €100 owing to you.

14.3 If you have selected wire transfer as your method of payment, you will only be paid by bank wire if the total amount owed is €500 or more (or the local currency equivalent). If the total amount owed is less than €500 (or the local currency equivalent), you can receive payment by Moneybookers, Neteller, or Webmoney.

14.4 If you are eligible for an Affiliate Commissions payment, we shall process the fees earned by you in the previous calendar month by the fifteenth working day of the following month.

14.5 Inactive Affiliates must actively request payment of their Commissions.

14.6 We shall not be liable to you in any amount whatsoever for late payments due to technical, third party or any other unforeseen events.

14.7 Payment shall by default be made to you in Euros , however, payments may upon request also be processed in US dollars and GB pounds at the market exchange rate (the xe.com mid-market rate) on the date that the payment report is compiled by Betrally (between 2nd and 5th day of the following month).

14.8 You shall not change your payment details after the end of the calendar month in respect of which payment is being made.

14.9 You are responsible for the reporting and payment of any taxes, tariffs or other governmental fees, charges or levies applicable to any Commission payable to you in connection with your participation in the Programme. All amounts payable to you are exclusive of all sales, use, value-added, withholding, and other taxes and duties. You undertake and agree to promptly reimburse Betrally for any and all taxes or duties that Betrally may be required to pay in connection with your participation in the Programme, except for taxes payable on Betrally's net income.

14.10 We reserve the right to change the fee payment schedules and methods of calculation at any time, in our sole discretion.

15. Negative Carry-Over

15.1 In the event that the total Net Revenue from your referred New Customers is negative for a given calendar month, the negative balance will be carried over from month to month, until a positive balance is achieved (i.e., until such time as the negative balance has been fully set-off against future positive amounts generated by your New Customer referral activity).

15.2 In the event that you are not eligible for an Affiliate Commissions payment or you are Inactive Affiliate, and you carry over a positive total Net revenue amount for a given month, any negative total Net Revenue from the following calendar month shall be offset against the positive total Net Revenue carried over from the previous month.

16. Affiliate Networks

16.1 If you are joining the Programme in the capacity of an affiliate marketing network, you represent, warrant and undertake that the terms and conditions of your marketing network are at least as restrictive as those set out herein, and that you shall be responsible for all activity undertaken by your affiliates. Betrally reserves the right in its sole discretion to request written documentation of your compliance with this clause, and your failure to promptly provide such documentation upon request shall be deemed a material breach of these terms.

17. Ownership of Customer Data

17.1 You acknowledge and agree that all information relating to any referred customer is the exclusive and sole property of Betrally and/or its affiliates and that you shall have no rights therein whatsoever excluding any information that you gather independently, outside of your participation in the Programme.

17.2 You acknowledge and agree that any data we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers.

18. Sub-Affiliates

18.1 All rights and licenses granted to you hereunder are non-transferable and non-sub-licensable, save that you may assign or delegate any of your duties or obligations to a sub-affiliate approved in writing by Betrally (the “Sub-Affiliates”). Betrally reserves the right in its sole discretion to require your Sub-Affiliates to join the Programme as a condition of their undertaking any activities as a Sub-Affiliate.

18.2 You are responsible for ensuring that all activity of any Sub-Affiliates is in full compliance with these Affiliate Terms, and any duties and obligations applicable to you hereunder shall equally apply to the Sub-Affiliates. Between you and Betrally, you shall be solely responsible for ensuring the full compliance with these Affiliate Terms by Sub-Affiliates, and you shall remain solely responsible for any acts or omissions of your Sub-Affiliates in violation of these Affiliate Terms.

18.3 The commission due to you in respect of the activity of any approved Sub-Affiliate shall be agreed expressly in writing by Betrally. Interested Affiliates may contact their dedicated account manager or the Betrally support team at affiliates@betrally.com. You shall not receive any other payment or compensation from such Sub-Affiliates under these Terms, and you are not entitled to receive any payment from any second tier Sub-Affiliates or any other tier of affiliates other than a single tier of Sub-Affiliates.

19. Restriction on Activities by Related Persons / Entities

19.1 In order to prevent the potential for abuse and Fraudulent Activity, Betrally does not pay Commissions for customer referrals in certain circumstances, such as when you have an existing relationship with the referred customer. While decisions shall be taken on a case-by-case basis, we provide for illustration purposes the following non-exhaustive list of scenarios where Commissions shall not be paid:

a) you shall not earn a Commission on the activity of any Sub-Affiliate if: (i) in the event that you are a juristic entity, such Sub-Affiliate is your employee, director, shareholder or agent or (ii) in the event that you are a natural person, such Sub-Affiliate is your employee, agent or direct family member;

b) you shall not earn any fees or Commissions on any additional Programme account set up by you, or on your behalf;

c) you shall not earn Commission on any Programme account/s set up by your employees or immediate family members, or on their behalf; or

d) if you, or, if applicable, your employees, agents, or family members, sign up as a customer on one of the Betrally Sites after being referred to the site by you, we will not pay any Commissions or amounts related to such activity and we have the right to terminate your enrolment in the Programme and cancel these Affiliate Terms.

20. Account Security

20.1 You are responsible to guard the security of your Programme username and password, and may not share your login details with any third party. You shall be solely responsible for all activity occurring under your Affiliate account.

20.2 We may require you from time to time to positively verify your account details in order to receive continuing Commissions or to prevent Fraudulent Activity in connection with your account. This is to protect both you and us from potential illegal or Fraudulent Activity. This verification process may require the submission of additional personal documentation proving identity, payment and physical address details.

21. Confidentiality

21.1 During your participation in the Programme, we may share with you certain Confidential Information owned by Betrally or its licensors. You undertake and agree that you will not use the Confidential Information for any purpose other than to discharge your obligations to Betrally in accordance with these Affiliate Terms, and that you will not publish or disclose the Confidential Information to any third party without our express written permission.

21.2 You undertake and agree to take all reasonable measures to maintain the confidentiality of our Confidential Information, which will in no event be less than reasonable care.

22. Money Laundering; Anti-Bribery

22.1 You undertake and agree that your participation in the Programme shall not, directly or indirectly, encourage, benefit from, or be party/privy to, any money laundering or related illegal activities. Betrally strictly prohibits, and undertakes efforts to prevent, money-laundering activities and other activities that may facilitate money-laundering or the funding of terrorist or criminal activities in connection with the Programme. You hereby agree to provide Betrally or its designated agents with all requested assistance and documentation in connection with such efforts, including but not limited to: (a) for individuals, copies of your current: passport, driving licence, utility bill, bank statement, or other documents; or (b) in the case of a corporation, copies of: the company's certificate of incorporation, constitutional documentation, identity of the directors, officers and beneficial owners of the company. You agree that Betrally may undertake independent identity verification procedures in its sole discretion which may include the procurement of information from public or private sources for identity verification and crime prevention purposes.

22.2 You understand and agree that some jurisdictions in which we operate have strict laws on money laundering that may impose an obligation upon us to report you to the federal or local authorities within such jurisdictions if we know, suspect or have reason to suspect, that any transactions in which you are directly, or indirectly, involved, involve funds, derived from illegal activities, or are intended to conceal funds derived from illegal activities or involve the use of the Programme to facilitate criminal activity.

22.3 You understand and agree that, if we have any knowledge, belief or suspicion that any money laundering or illegal activity may have occurred, we may at our absolute discretion: (a) immediately suspend, deregister or terminate your membership of the Programme; (b) decline to pay you any further Commission and/or (c) report you to the aforementioned federal or local authorities should we, in our absolute discretion, determine that we are obliged, by law, to do so.

22.4 Betrally is committed, in accordance with its zero-tolerance policy for bribery and corruption (the “Anti Bribery and Corruption Policy”), to ensure that all of its activities and the activities of all of its Affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, in performing your activities under these terms, you undertake to comply with all applicable laws related to the fight against bribery and corruption and shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage related to any prospective New Customer “impressions”, “clicks”, “acquisitions”, “installations”, “views”, “leads”, “registrations” payments made under this Agreement or otherwise. Betrally shall immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this Anti Bribery and Corruption Policy.

23. Indemnity

23.1 You shall defend, indemnify, and hold us and our directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with your performance of your duties and obligations under these Affiliate Terms, the performance of your Sub-Affiliates’ duties and obligations under these Terms, or any breach by you or a Sub-Affiliate of these Terms or any warranty, representation, or agreement contained in these Terms.

23.2 In the event we are subject to any third party claim or investigation as a result of the activities of you or any Sub-Affiliate in connection with these Terms, we reserve the right to withhold any Commission, fee or other amount due, as an offset against any cost or liability which may attach as a result of such claim or investigation, in addition to any other remedy available to us.

24. Disclaimer of Warranty

24.1 We make no express or implied warranties or representations with respect to the Programme, the Marketing Material, the Programme Portal, or any Betrally Site, including, without limitation, any warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our site (including any tracking mechanisms) will be uninterrupted or error-free, and we make no guarantees regarding the amount of Commissions which may be generated as a result of your participation in the Programme. We will not be liable for the consequences of any such interruptions or errors. Please note that in the event of a systems or technical malfunction leading to incorrect balances showing on Affiliate's account or otherwise, Betrally reserves the right to manually correct this error and pay to Affiliate the correct amount.

25. Limitation of Liability

25.1 Except in the event of: (a) bodily injury or death caused by Betrally's negligence, or (b) any liability which cannot be excluded as a matter of law, Betrally's total and aggregate liability towards Affiliate or any third party, whether in an action based on contract, tort, warranty or any other legal theory, shall not exceed the amount of fees or Commissions generated by you during the twelve month period prior to the incident giving rise to liability, and (ii) in no event will Betrally be liable toward Affiliate or any third party for any special, indirect, incidental, punitive or consequential damages, including but not limited to damages for loss of profits, business, revenue, or economic advantage.

26. Term and Termination

26.1 These Terms will come into effect upon your submission of your registration to the Programme and shall continue until your participation in the Programme is terminated for any reason.

26.2 Either party may terminate this Agreement for convenience at any time, effective upon written notice to the other.

26.3 Any notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Affiliate Terms shall accordingly terminate with immediate effect.

26.4 In the event of termination of these Terms for any reason:

a) all rights and licenses granted to you in these Terms shall immediately terminate;

b) you must immediately cease all marketing activity, cease the distribution of any Marketing Materials, and disable any links from your Site to any Betrally Site;

c) you must promptly return to us any Confidential information and/or customer information, and all copies of same in your possession, custody and control; and

d) for clarification purposes, termination will not exculpate you from any liability arising from any breach of these Affiliate Terms, that occurred prior to termination.

26.5 Upon termination for any reason, you shall cease to be entitled to receive any further Commissions.

26.6 In the event we terminate your participation in the Programme as a result of a breach of these terms by you, you shall not be entitled to receive any additional Commissions effective the date of termination. In the event we terminate your participation in the Programme as a result of Fraudulent Activity or activities which we believe to be unlawful or in bad faith, we reserve the right to recover any payments previously made to you and seek the recovery of all costs incurred in the investigation of such activities and the closure of your account, in addition to any other rights and remedies available at law.

27. Notices

27.1 Any notice or communication hereunder shall be in writing, sent via e-mail to the party’s designated address. All notices shall be in English, effective upon sending.

b) Your designated e-mail address is the e-mail address provided by you at the time of registration or as updated thereafter with the Programme.

28. Sale of Your Business

28.1 If you wish to sell, or otherwise dispose of the shares or assets of your Affiliate business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of your business) you shall be required, prior to completing the sale, disposal or transfer, to:

a) Give us no less than 30 (thirty) days prior written notice of such intention, provide such details as we may request (which shall include, but not be limited to, your Affiliate username and full details of the intended purchaser, including their banking details and, if they are already an affiliate of the Programme, their Affiliate username and furnish us with an irrevocable consent and authority to pay the selling Affiliate’s Commission, after the sale is completed, to the purchaser, in a form acceptable to us in our sole discretion; and

b) Make the deed of sale subject to the suspensive condition that we approve such purchaser as an Affiliate of the Affiliate Programme and that such intended purchaser shall, subject to our approval (at our sole discretion) join the Affiliate Programme.

28.2 You agree that we shall have sole discretion to approve or reject any proposed assignment, novation or transfer of your rights under these Terms to any prospective purchaser or third party.

28.3 Any approval of your request to novate or transfer your rights to any third party will terminate your enrolment in the Programme on the date of transfer.

28.4 If we reject the intended purchaser as an Affiliate of the Programme and you nevertheless decide to proceed with the sale/change of control or transaction contemplated above, then we reserve the right to terminate your enrolment in the Programme immediately.

29. Relationship of Parties

29.1 You and Betrally are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

29.2 You shall not make any claims, representations, or warranties in connection with us and you shall have no authority to, and shall not, bind us to any obligations, unless we agree in writing to be so bound.

29.3 You agree that you are not, and shall not be treated as, an employee with respect to, as applicable, any Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or other federal, state, or local statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned codes and acts.

30. Non-Solicitation

30.1 During your participation in the Programme, and for a period of 6 months after any termination of such participation, you undertake not, either directly or indirectly, to solicit, or attempt to solicit, divert or hire away any person engaged by Betrally as an employee, contractor or consultant at the time of solicitation or during the 12 month period preceding the solicitation.

30.2 Should you have any doubt as to whether an individual is engaged by Betrally, then you must, prior to attempting any solicitation of such individual, to make a written inquiry of Betrally in this regard. Your failure to confirm the status of any individual prior to a solicitation shall not relieve you from your duties and obligations under this non-solicitation clause.

30.3 You agree that in the event of a breach of this non-solicitation clause, Betrally shall suffer substantial and irreparable harm which may not be adequately compensated for by the payment of damages. As a result, Betrally shall be entitled to seek injunctive relief in any court of competent jurisdiction to enjoin or prevent such solicitation, and that this will not limit any other causes of action or legal redress that may be available to Betrally.

31. Miscellaneous

31.1 These Terms will be governed by the laws of England and Wales without reference to rules governing choice of laws. Any action relating to these Affiliate Terms must be brought in London and you irrevocably consent to the jurisdiction of these courts. In circumstances where these Affiliate Terms are presented in a language other than English, the English language version of these Affiliate Terms shall always prevail.

31.2 Any disputes arising from or in connection with these Affiliate Terms shall, at the request of any Party, be finally resolved in accordance with the rules of the Centre for Effective Dispute Resolution ("CEDR") by an arbitrator or arbitrators appointed by CEDR Notwithstanding anything to the contrary contained in this paragraph, any Party shall be entitled to apply for, and if successful, be granted, an interdict from any competent court having jurisdiction.

31.3 Nothing in this Agreement confers or purports to confer on any third party any benefit or right to enforce any term of this Contract and the application of the Contracts (Right of Third Parties) Act 1999 is hereby excluded.

31.4 Except as provided in clauses 19.1 (“Authorization of Sub-Affiliates”) and 29 (“Sale of Business”), you may not assign or delegate any right, duty or obligation under these Affiliate Terms, by operation of law or otherwise, without our prior written consent. Any attempted assign, transfer or novation by you in violation of these Affiliate Terms is void and shall have no effect. Subject to that restriction, these Affiliate Terms will be binding on, ensure to the benefit of, and enforceable against you and us and your and our respective successors and assigns.

31.5 Our failure to enforce your strict performance of any provision of these Affiliate Terms will not constitute nor be construed as a waiver of our right to subsequently enforce such provision or any other provision of these Affiliate Terms. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

31.6 Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

31.7 The exercise of one or more of the provisions of these Affiliate Terms shall not preclude the exercise of any other provision.

31.8 You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of these Affiliate Terms and, in the event of a breach or threatened breach of any provision of these Affiliate Terms, the respective rights and obligations of the parties shall be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in these Affiliate Terms shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of these Affiliate Terms.

31.9 Whenever possible, each provision of these Affiliate Terms shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of these Terms or any provision hereof.

31.10 Any headings in these Affiliate Terms are inserted for convenience only and shall not affect its construction.

31.11 These Affiliate Terms constitute the entire agreement between the parties with respect to the subject matter hereof and nullifies all previous understandings, both oral and written, between the parties in respect of the subject matter hereof and shall supersede all previous agreements between the parties, whether made orally or in writing.